Tudor Gold Corp. press release

Tudor Gold Announces Date of Annual General and Special Meeting and Entering into of Amended and Restated Arrangement Agreement

2022-07-08

TSXV - TSX Venture Exchange · Gold · Copper · Silver · Lead · Zinc · Arsenic · Barium · Molybdenum · Canada · Management & Governance

Vancouver, British Columbia--(Newsfile Corp. - July 8, 2022) - Tudor Gold Corp. (TSXV: TUD) (FSE: TUC) (the "Company" or "Tudor Gold") is pleased to announce that its annual general and special meeting of the shareholders of the Company (the "Meeting") will be held on September 7, 2022.

Additionally, further to the Company's news releases dated July 13, 2021 and February 1, 2022 (the "Initial News Releases"), Tudor Gold has entered into an amended and restated arrangement agreement dated July [8], 2022 (the "AmendedAgreement") with Goldstorm Metals Corp. ("Goldstorm"), its wholly-owned subsidiary, in connection with the proposed spin-off of the Company's six contiguous mineral properties located in the Golden Triangle Area in northwestern British Columbia (collectively, the "Crown Property") by way of plan of arrangement (the "Arrangement"). Pursuant to the Amended Agreement, among other things:

Tudor Gold shareholders will receive approximately 0.251 of a common share of Goldstorm for every one common share of Tudor Gold held; and Goldstorm will acquire the Crown Property in consideration for Goldstorm issuing 49,847,967 Goldstorm Shares to Tudor Gold.

At the Meeting, the Company's shareholders will be asked to approve, among other things, the aforementioned spin-off transaction.

For more information on the Arrangement, please refer to the Initial News Releases. Additional details on the Arrangement will be included in the information circular to be mailed to shareholders of Tudor Gold in connection with the upcoming Meeting.

About Tudor Gold

TUDOR GOLD Corp. is a precious and base metals exploration and development company with properties in British Columbia's Golden Triangle (Canada), an area that hosts producing and past-producing mines and several large deposits that are approaching potential development. The 17,913 hectare Treaty Creek project (in which TUDOR GOLD has a 60% interest) borders Seabridge Gold Inc.'s KSM property to the southwest and borders Pretium Resources Inc.'s Brucejack property to the southeast. In April 2021 Tudor published their 43-101 technical report, "Technical Report and Initial Mineral Resource Estimate of the Treaty Creek Gold Property, Skeena Mining Division, British Columbia Canada" dated March 1, 2021 on the Company's Sedar profile. The Company also has a 100% interest in the Crown project and a 100% interest in the Eskay North project, all located in the Golden Triangle area.

ON BEHALF OF THE BOARD OF DIRECTORS OF TUDOR GOLD CORP.

"Ken Konkin"

Ken Konkin President and Chief Executive Officer

For further information, please visit the Company's website at www.tudor-gold.comor contact:

Chris Curran Head of Corporate Development and Communications Phone: (604) 559 8092 E-Mail: chris.curran@tudor-gold.com

or

Carsten Ringler Head of Investor Relations and Communications Phone: +49 151 55362000 E-Mail: carsten.ringler@tudor-gold.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the Company's intention to complete the Arrangement and hold the Meeting as anticipated by management and the activities, events or developments that the Company expects or anticipates will or may occur in the future. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connation thereof.

Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company will complete the Arrangement and hold the Meeting as anticipated by management. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include the risk that the Company will not complete the Arrangement as anticipated by management or at all, that the TSX Venture Exchange or the Supreme Court of British Columbia will not provide final approval to complete the Arrangement, and other risks detailed herein and from time to time in the filings made by the Company with securities regulators.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/130305